Unexpected
by kojima-miku
Summary: Teldryn Sero has been working for Lilith Valaryn, Dragonborn and hero extraordinaire for the better part of a year and is head over heels in love. Not that he'd say anything. That is not until the right moment presents itself in a most unexpected circumstance. WIP, one-shot, smut.


**Unexpected**

 _Hey y'all welcome to my smutty (in progress) fanfic, I hope you have as much fun reading it as I had writing it._

Like most things in Lilith Valaryn's life, the Dwemer spider's attack had come out of nowhere and had taken her completely off guard. The Dwemer ruin Kagrumez had been deceptively quiet until then, nothing but their cautious footsteps and the occasional dripping or wheezing of pipes disturbed the dusty silence.

It was the first Dwemer ruin Lilith had explored with Teldryn, "a milestone for our relationship" she'd called it, as they stared down at the frozen solid stone and bronze towers jutting out from the snow like broken teeth. He'd said nothing in response but she could practically feel his red eyes boring holes into the back of her head through his chitin helmet in displeasure. They'd trekked out to Solstheim's frozen wasteland of a mountain range to scrounge for loot. Lilith had worked out a rather impressive fencing deal with Glover Mallory back in Raven Rock because of her Thieves Guild connections and was low on coin. They'd heard rumors that Kagrumez held yet undiscovered treasures and after promising a very reluctant Teldryn half the share of the loot and his very own case of Emberbrand Wine, she'd convinced him to climb up the freezing mountain instead of staying warm, dry and most importantly drunk, in the local corner club.

"I take back everything I said about you being more competent than my last patron" he called from behind her, voice muffled by his mask. "We could be drinking right now! or luxuriating on your very own prized beachfront property! But no!" he continued haughtily, now fully invested in pointing out this grave error in judgement "instead we're climbing to the ass end of nowhere so—""so I can pay for you to drink yourself silly on my beachfront property once we're done? Yes, Teldryn" she called back to him, pulling down the black cloth covering her mouth of her nightingale armor. She watched him huff and cross his arms over his chest in defiance, she smirked to herself and trudged on through the snow.

When at last they'd finally clambered down the steep steps to the abandoned building's entrance Teldryn had recovered enough to continue his previous train of conversation. "I hate Dwemer ruins. My last patron had us camped down in one for weeks, kept going on about what an honor it would be to bring down a dwarven centurion, the fool nearly got us killed and don't get me started on those spiders…" he had complained all the way down the damp, winding tunnel. He'd continued up until the very moment Lilith had straightened from her crouch to turn and tell him that if he didn't quit his whining she'd leave him back up in the cold without any share of the loot but never got the chance to. The dwarven spider worker that had scuttled its way out of the shadows had launched itself off a nearby wall and directly into her left shoulder.

Both dwarven construct and dark elf fell to the slimy stone floor with a deafening crash. Dazed, Lilith rolled onto her stomach just in time to see the vile metal creature raise its front legs in preparation for another strike. Rolling to her left just in time, a thin stream of electricity sparked against the floor where her head had just been. Leaping to her feet, she threw her right arm out in front of her, maneuvering to position the large stone table between her and the spider construct. The familiar hum of magicka underneath her fingernails increased as she began the process of summoning her bow, fully prepared to blast the wretched creature into Oblivion, but before she could do so much as blink a sudden wave of heat and the deafening roar of fire filled her ears.

The force of the fire ball blast knocked her straight back against a bronze grate on the far end of the room. She felt her body connect and her head slam back against the thin metal rods. Her summoning spell fizzled out as she landed unsteadily on her feet, back flush against the grate.

"Was that really necessary!?" she spluttered at the spells word's approaching form "there is such thing as overkill you know" Lilith shot Teldryn a scathing look as he pulled off his helmet, running a gloved hand over his tattooed face and through his dark, messy hair and flashed one of his insufferable grins. "my apologies, sera, next time I'll leave you to fend for yourself, hm?" "you fetcher" she spat and moved to shove him on the shoulder, but with a yelp was pulled back against the bronze grate, to a great guffaw of laughter from Teldryn.

"Outlander, look what you've gotten yourself into now!" he chuckled good naturedly, whatever would you do without me?" throwing his hand against his forehead in mock drama as he moved to stand near her against the grate. "I think my hair is caught" Lilith said, gingerly moving her head to the side and wincing "it's in there tight". Teldryn hummed thoughtfully as he peered through the metal bars "I could try and untangle it for you" he said with a quick glance at her face.

Lilith paused, licking her chapped lips nervously. She'd been trying to keep a… friendly physical distance between them and Teldryn knew it. It had become an unspoken rule between them: no touching. Ever. It infected every one of their interactions, whether it was maneuvering awkwardly through cramped tunnels, holding equipment and food out at arm's length, or brief, impersonal slaps on the back. The lengths in which Lilith went to avoid coming in close physical contact with her Dunmer companion had gotten ridiculous. So much so that Teldryn had noticed, he'd first thought his new patron might be repulsed by him, or by touching in general.

But he'd seen her embrace friends, cozy up to patrons at the Retching Netch when she'd had one too many drinks…he'd felt her warm, Shein scented breath on his lips and felt the burning heat of her hands on him not four weeks past. And that's when he'd realized she hadn't been avoiding him out of disgust, but because of something quite different.

She'd been drinking, again, after a long day of crisscrossing Solstheim running another errand for that arrogant Telvanni bastard. It was half past midnight and Glover Mallory had just finished telling the rest of the club a raunchy tale he'd heard from one of the sailors. Teldryn had reclined languidly into a corner chair near the back of the club, nursing a bottle of Sujamma. He'd barely registered Glover's tale since most of his attention had been fixed intently on his employer's lithe form draped over the Redoran Captain of the Guard like a shawl.

Captain Modyn Veleth looked flustered, a purple blush staining his face and neck beneath his bone mold armor. Lilith had been chatting him up all night and had slid into his lap about halfway through Glover's story and three fourths of the way through her fifth glass of Shein. She'd laughed openly at his remarks and had placed a slender hand on his chest when he did little more than let out an undignified squeak when she sat on his knee. Teldryn knew Modyn was smitten with Fethis Alor's girl, Dreyla, he also knew Dreyla was unlikely to openly disobey her father and Modyn, though honorable, was still a man and he was still lonely and Lilith Valaryn was undeniably a very attractive woman.

He was surprised and a little unsettled at the jolt of jealousy that flared in his chest when he saw his newest patron drooling over the Captain. He'd taken another slow swig from his bottle and found himself unable to tear his eyes away.

The loose-fitting blouse she'd worn was unbuttoned below her collarbone and he could see her pulse beating underneath the soft blue-grey skin of her throat. Her lips parted in a mischievous grin, revealing straight white teeth glinting in the firelight. Her silver hair- now free of grime and dirt- had been twisted into a lazy braid she'd tossed over one shoulder. Her red eyes held a hungry, desperate expression he'd only seen her wear when she though he wasn't looking on the late nights she'd stare into their campfire, or out at the moons or towards the smoldering remains of red mountain and their homeland.

He knew that look wouldn't be satisfied by the upstanding Captain of the Guard, or by the drink in her hand or by him for that matter but by the gods what he wouldn't give to have her turn that hungry gaze on him, if only to feel like he could make her forget the gaping hole inside of her for a few, blissful moments. The thought wrenched a low snarl from his throat, and Modyn glanced over in his direction for the first time that evening. The color drained from his face at Teldryn's smoldering look and he quickly stood up, sliding Lilith off his lap and excused himself back to the bulwark.

Lilith pouted after the flushed Captain, who called a hurried goodbye to Geldis and climbed quickly up the stairs and out of sight. Teldryn knew it was petty, but he couldn't suppress a small grin of triumph at Veleth's sudden retreat and took another swig of his Sujamma in personal toast.

That's when he'd felt a burning hand on his forearm and turned to look up into the unfocused, glassy gaze of his employer. "Teeldryyn" she slurred with a small giggle "you look so lonely over here, and serious" another giggle forced its way past her lips and she leaned forward, close enough for him to see the droplets of moisture on her eyelashes. "why so serious?" she whispered again and the scent of Shein and something sweet and earthy filled his nostrils. He blinked up at her, for once without anything to say. "that's alright" she said, as if reading his thoughts "I didn't come over here to talk anyway" and before he knew it he had reached behind her to tangle his finger's in her hair and he was pulling her closer and her fingers were digging hot and sharp into the flesh of his forearms and he could see her eyelashes flutter shut over the searing red of her eyes and he could taste the Shein on her lips and felt the hot burning of her tongue on his and he groaned into her mouth as she leaned in to deepen the kiss- when all of a sudden it stopped and Lilith pulled away, flustered, cheeks and pointed ears a dusky purple. "I- I'm sorry" she stammered, giving him an uncharacteristically apologetic and fearful look. "good night" she turned and rushed down the dark corridor off to the left, where he heard the quick opening and shutting of a wooden door, and then silence.

He had sat there for what seems like hours, but what must have only been minutes, dazed and disoriented, feeling as if he had dreamed what had just happened. Glover had finished his tale and the few patrons left were starting to move back to their rooms or up towards the stairs. Geldis walked by to lay a comforting hand on his shoulder "you know, it's not recommended to get involved with your employers, only leads to trouble" the older barkeep quipped good naturedly, Teldryn gave a disgusted snort and drained the last of his Sujamma. "Geldis you don't have to tell me twice" Geldis gave him what seemed to be a pitying look and handed him the extra bottle of Sujamma he'd been carrying. "here, take this, I expect you'll be needing it" and with another friendly pat on the shoulder moved off to bus the remaining tables.

That had been nearly a month ago, and Geldis had indeed been right, he had needed that bottle of Sujamma. Lilith had been as cold and standoffish as the day they'd first met. He didn't try to bring up what had happened, partly out of fear of being dismissed from a very well-paying job, and partly because he was afraid to hear her rejection vocalized.

She'd gone to great lengths to reestablish their working relationship hierarchy. While pre-incident, as he had come to call it, she had started to open up and even respond to his sarcasm and flirtations with quips of her own in stark contrast to her practically emotionless countenance upon their first meeting. He'd started to feel a small measure of pride, getting his secretive and silent patron to open up, every smile that twisted her lips or laugh felt like a victory, and when she'd finally started teasing him and giving him confident smiles on her own it felt better than taking out an entire camp of Reavers. So, the descent back into uneasy silence and awkward non-touching was a blow to the seasoned sell sword, he felt an awful resentment towards her for it, if he was going to be honest. He hated her fear, her silence, he hated how it isolated her from him and from being able to show emotions without the effects of alcohol.

Teldryn waited patiently for Lilith to make her decision, though when she gave a defeated sigh and nodded to him to move closer, he wasn't as surprised as he'd normally be. If the choice was between close proximity to him or losing her lovely hair, something she fussed over and that he found endlessly amusing, she could stand to suffer. Lilith, for all her hard living and travel worn lifestyle, could be vain, and that was something Teldryn could relate to.

He placed his chitin helmet on the long stone table and moved in front of Lilith, holding her gaze for a moment he turned his attention behind her head and slightly up. The long silver tail of her hair had become tangled in a Dwemer cog. the piece looked like it could be twisted apart, freeing most of the strands, but a portion of her hair would still be knotted around the pipe and would require some more maneuvering. "are you sure you don't want me to just cut—" he began but was cut off by a fierce "no" and a highly affronted look from the Dunmer woman in front of him. Raising an eyebrow and huffing slightly, he pulled off his gauntlets and gloves, dropping them onto the table near his helmet and moved closer. "if you insist, hold still" he said and reached his hands through the metal grate to the pipe where her hair was stuck. His chest pressed firmly into her, Lilith glanced up, a look of deep concentration etched into the harsh lines of his face. She was about eye level with his throat and could smell a mixture of sweat, sulfur and something else she couldn't identify on the red cloth of his scarf.

Lilith chanced another glance up at Teldryn's face and slowly lowered her head to rest on the chitin plating of his armor, breathing deeply. This was the closest they'd been in weeks, since she lost control and nearly ruined what she had with the man in front of her, their companionship, their trust. All because she was lonely and afraid. She hadn't even asked him if he was interested. She just couldn't deny the insane need to know what his skin felt like, what he tasted like that night at the Retching Netch. She'd planned to distract herself with Modyn, but he had hurried off. And she had been so full of bitter disappointment at the loss of her toy and so full of liquid courage that she took a chance on the one thing she'd been trying so desperately to avoid.

The realization had hit her like a rampaging guar, she couldn't draw Teldryn deeper into the ever-uncontrolled spiral of her life, the uncertainty, the darkness. She'd pushed everyone away after Alduin. The mind shattering horror of that encounter left her chilled, filled her with dread and made her realize no one around her would be safe from the twisted destiny that clung to her like spider-webs. And now she heard whispers of the name Miraak, another horror on her horizon she could barely outrun.

Lilith squeezed her eyes shut and gritted her teeth, damn him, damn him to Oblivion. She fought the wave of emotion struggling to overtake her, she wanted Teldryn Sero, she wanted him more than anything she'd ever wanted in her life. He made her smile, he moved with an ease and grace though the world that she envied and though he had a bit of an attitude and a sharp tongue he was a good man, a man who asked nothing more of her than she was willing to give, who saw the woman behind the name "Dragonborn" and who she had very nearly destroyed with her selfish, needy heart. No, she would have to keep her distance, if only she could put things back the way they were before she— A sudden pressure between her legs shattered her thoughts. Flushed she snapped her head up, opening her mouth to question -why he was sliding his leg between her thighs and leaning forward- when she felt him brace his knee against the grating behind her for leverage. He shifted his weight with a small grunt and she was lifted slightly off the ground and let out a small squeak, being pressed against a wall with Teldryn's leg between her thighs and his breath hot on the tip of her ear was both the first and last thing she had wanted, it was torture. Lilith took another breath, sweat, sulfur, that strange earthy scent once again filled her mind, combined with the heat of his body against her and the sudden, sharp jolt of pain at the back of her skull as Teldryn pulled her hair – on purpose or by accident she couldn't tell and didn't care- she let slip a gasp and too late stifled the moan that followed.

Teldryn had shifted his weight up and forward, bracing his left knee against the lower mesh structure of the grating, Lilith had been quiet as he worked the knots out of her trapped hair but had let out a small noise as her full weight shifted onto his leg. He'd suppressed a laugh at the sound and continued working the silver strands until finally, they'd come free from the gear. His hand slipped, dropping the gear and lurching forward slightly, pressing farther into Lilith and accidentally yanking her hair back. He opened his mouth to apologize when he felt her tense and heard a gasp, and unmistakably a hastily stifled moan of pleasure. Teldryn froze, pulse quickening and brought his right hand back to rest on the metal rod right of Lilith's face.

Pushing his torso back, fingers still tangled in her slivery hair, he gave the face it belonged to a long, hard look, and yanked again. Lilith's head jerked back and another small moan escaped her lips. Cheeks flushed and eyes glassy, she returned his gaze, unfaltering. A moment of silence passed between them and Teldryn moved to grab a larger handful of hair closer to her scalp, without breaking eye contact he pulled her head up towards him, while leaning forward and pressing his leg up against her. Teldryn leaned down, slowly, so slowly and carefully touched his lips to hers.

As soon as their lips met she knew all was lost, hands darting ups to draw him in closer, she was startled to find the hand he had rested against the side of her head just a moment ago had snatched her wrist and now held it firmly against the grating behind her. He held her, one hand gripping her hair, the second holding her wrist and body pressed flush against hers, they kissed long and deep for what seemed like forever. When they parted, both were gasping for breath, faces hot and bodies trembling. The burning look Teldryn gave her sent a shock directly to her core. "Teldryn" she whispered and felt him run his hand back through her hair again and twist it behind her drawing another little moan out of her. "well well…that's a surprise" he said hoarsely, with a crooked smile "you'll find I'm full of them, Serjo Sero" she replied, drunkenly, Teldryn gave a short bark of laughter, a dangerous gleam in his eye. "aye sera, let's see how rough you really like it, hm?" "let's" she said, breathlessly, her heart was hammering in her throat, the thrill she only got from slaying dragons was creeping its way back into her, a tight feeling in her arms. Teldryn stepped back, causing Lilith's knees to buckle beneath her, awkwardly sliding to the floor, back slightly arched from where her hair was anchored on the piping behind her, she stared up at her hired help curiously, awaiting his next move. He pulled the scarf from around his neck and bent down to tie her wrists behind her back, checking to see that his knots weren't too tight, he stepped back.

Teldryn stared down at the woman he wanted so badly, his heart hammered in his chest, he felt almost dizzy with lust and disbelief. Teldryn always had a thing for rough sex, he found it much more fun than just a regular roll in the sack and after bedding so many men and women over the years, he'd picked up a few tricks and learned to cater to some… interesting preferences. Despite his vocal dislike of the loss of free will, he rather enjoyed it in the bedroom, giving or receiving, as long as his partner agreed to it. And Lilith, it seemed, was more than willing to indulge.

His thoughts strayed back to the night they first kissed, how he'd felt watching her with Veleth, the animal jealousy, the energy of possession that had surged through him. Reaching down to the crotch of his pants he slowly undid the ties holding them together, Lilith watched with rapt attention. When at last he had freed himself, he was already half hard and dripping with pre-cum. Shuffling forward, he stroked himself slowly, watching her eyes follow the movement of his hand. Leering down his nose at his patron he asked "are you ready?" She licked her lips in response, fixing him with a hungry stare, before he pushed forward, he paused again "if you want me to stop…" "I'll let you know" she answered with a small smile, and took him in her mouth.

"By the three" he moaned, her mouth felt divine. He leaned forward supporting his weight with one arm on the brass bars, his other hand sliding down to grip the back of Lilith's head. He moaned again and gave a gentle buck of his hips when she leaned forward to take more of him to her mouth and pulled back to lick a hot trail from his balls to the tip of his cock. Fully erect now, his dick throbbed with each heartbeat, and every lick and caress from Lilith's mouth sent another shockwave of pleasure up his spine. Pressing his hips slowly forward he felt her open her mouth wider to accommodate him, he pressed his hand more firmly against the back of her skull and gave small, shallow thrusts into her mouth.

Lilith gave a throaty moan as Teldryn thrust more quickly into her mouth, she leaned forward to accommodate more of his length and felt saliva run down her chin and neck. His tasted salty and musky, and she felt his pre-cum begin to trickle down her throat, swallowing, she heard him gasp and felt him twitch. Slowly drawing back, she licked the head and experimentally scraped her teeth across it. With no objection this this, she slid forward on her knees and bit down lightly on his shaft, alternating that between sucking and licking. This earned her a breathy moan and a strangled curse, Teldryn's fingers trembling at the back of her neck.

After a sharp intake of breath, Teldryn pulled back, his cock leaving Lilith's mouth with a faint pop. Reaching down, Teldryn grasped her under the arms and helped pull her to her feet, still bent slightly back she stood, wobbly, straightening her neck as much as possible and leaning her weight back against the wall. Meanwhile, Teldryn had wasted no time getting his hands on her again, trailing light kisses along her jaw and against the sliver of exposed skin above her black leather collar. His hands trailed down her sides, reaching behind her to undo the intricate clasps and hooks that held her cuirass together. He slipped the red cloth from around her wrists long enough to peel the leather from off her back and down her arms, leaving her torso exposed. The inky black leather was tossed to the ground with no small amount of force and Lilith barely had time to wonder if treating her nightingale armor in such a way was sacrilegious when Teldryn had pushed her arms back behind her and wound her wrists up against a metal rod with his scarf once again, nipping and kissing at the long grey column of her neck. The rough, cool texture of his chitin armor rubbed against her nipples and stomach, creating a pleasurable friction bordering on pain. Teldryn sank his teeth into the smooth skin of Lilith's neck just behind her ear, earning him a startled cry of pleasure. His hands ghosted up her sides, trailing up her stomach to cup her breasts and up further still to wrap gently around her throat.

Squeezing his fingers up against her jaw, Teldryn stopped his assault on her to whisper in her ear, voice barely above a raspy growl "I'd ask where you learned how to do that, but I think I might know. Tell me, does Captain Eveleth like it rough? He never struck me as the type…" he felt her shiver and gave her another bite, this time sucking, intending to leave a mark. Pulling back to admire the maroon circle of flesh he blew lightly on the abused patch of skin and Lilith let out a low moan that would have made a priestess of Dibella blush. "Or was it the Telvanni wizard, Neloth?" he continued with a smirk "you spend an awful lot of time helping him with his…experiments" he licked the hickey he had left on her neck, kissing lazily down her collarbone and nipping at the bones through her skin. "He seems more like the type" Lilith let out something between a laugh and a moan at that and Teldryn gave her throat a little squeeze. "Your second guess was right, Neloth likes me to call him 'master' in the bedroom, he's quite good with his hands" she said the last few words in a breathy yelp as Teldryn had taken the opportunity to slide his right hand back down her body and teasingly slipped his fingers under the waistband of her pants. "Modyn" she paused to lick her lips as Teldryn slid his hand farther south "is much less adventurous" Teldryn gave a thoughtful hum, hand trailing lazily past her damp curls, cool fingertips resting lightly on her sex. "Good with is hands you say" he said softly "I wonder, who's hands will you prefer after I'm done with you" his voice was pitched so low she barely made out what he had said, but it hardly mattered by then, since his fingers had slid forwards through her folds, the calloused skin of his palm rubbing against her clit. He teased her with his fingers, drawing slow circles around her hot entrance, making quick, teasing dips inside, causing her to gasp and whimper.

Teldryn teased her for a few more minutes, until shaking and breathless Lilith sobbed out a string of barely audible words. "What was that?" Teldryn pressed closer against her slipping one finger inside her, pressing his other hand against her throat. She took a strangled breath and shut her eyes, tears welling against her flushed skin "please" she murmured hoarsely. "Louder" he commanded, slipping another finger inside of her, thrusting slowly. "Please" she gasped again, a note of desperation had crept into her voice that Teldryn found immensely satisfying, but he wasn't done playing just yet. "Please what, sera?" he said conversationally, as if he had misheard her asking him to pass her some mundane object. Though her face was red and tear stained, Lilith managed her signature withering stare as she hissed through gritted teeth "please-fuck me".

Teldryn gave her a slow smile "oh, I will" he said voice full of dark promise "but first-" with those words he slid his fingers deeper inside her, curling them against her walls, she let out a cry and he increased the rhythm of his thrusts, adjusting his fingers to hit the bundle of nerves that caused her eyes to roll back in ecstasy. He continued his relentless assault on her until he felt the breath hitch in her throat and her walls beginning to clench around his fingers "come for me" he growled sinking his teeth once more into the supple flesh of her neck.

At those words, she felt the tight, hot coil of pleasure in her lower belly release. Her head fell back against the cold metal with a dull thud, and she lifted her legs off the ground as her body trembled with violent release. Her mouth was open in a silent scream of pleasure, tears running freely down her cheeks.

Lilith came down from her orgasm, to see Teldryn's smugly satisfied smirk floating above her in a dreamy haze. "you-" she began "you're quite good at- at that" she finished lamely. Her legs felt like jelly and for the first time that day she was grateful to be stuck leaning against that cursed grate. "Better than Neloth?" he drawled, red eyes half- lidded, slowly unclasping his chitin armor and dropping it piece by piece to the floor.

"much better" she breathed, watching as he shrugged off his rough spun shirt, revealing the expanse of perfectly sculpted grey flesh beneath. "but don't tell him that" she added, still transfixed by the well-toned body before her, crisscrossed with silvery scars. "oh? Don't want to hurt his feelings?" Teldryn had kicked off his boots and stepped fully out of his trousers by then, moving to untie her wrists from the grate. She let out a short laugh "he could stand to have his feelings hurt, he's an arrogant prat! I'm afraid if I tell him you're much better he won't pay me for that last batch of heartstones I dragged out of the ash for him out of spite"

"That's what you get for being an insatiable whore" Teldryn pulled her newly freed wrists towards him, spinning her to stand where he had been, and began walking her back towards the table. Lilith stuck her tongue out at him in mock anger "well how else am I supposed to have my fun on this miserable rock of an island?" "Fair enough" he conceded "now take off those breeches sera whore". Lilith felt the back of her thighs bump the cool stone of the table and sat, lifting her hips to allow Teldryn to pull of her leather boots and breeches where they were promptly dropped unceremoniously on the floor. "You'd better watch that tongue of yours" she warned him "or I might forget to pay you" Teldryn let out a low laugh and gave her an unreadable look "you think I'm still here for the money?" he asked quietly, Lilith said nothing, her mouth had gone oddly dry. "money wasn't enough to convince me to face down an entire fort of bandits, but you've had me slaying trolls, vampires and dragons. Has it ever occurred to you why?" Lilith found herself unable to speak, Teldryn had moved to stand between her legs, his erection pressing into her hip and was running his rough hands up her thighs, kneading her tight muscles into submission. "I- I hadn't thought about it" she cleared her throat and flashed a cocky grin "you mean it isn't for my dashing good looks and winning personality?" Teldryn said nothing, his hands traveling up to caress her sides, fingers pressing into her skin. "well, your looks certainly don't hurt…" he said "but your personality, you're getting closer to the truth" he murmured against her ear, kissing her with a gentleness she hadn't expected. Her chest ached and her throat felt tight, she suddenly wanted to cry or run away but her eyes seemed to have run dry and Teldryn held her firmly in place.

Hesitantly, she reached up and wrapped her arms around his neck, burying her face into his skin. "Teldryn" her words came out slightly muffled "I can't. I'm- sorry" she felt him go still, and suddenly he drew her hands down from around his neck, fixing her once more with that unreadable stare. His eyes looked wet, she noticed and he seemed to be choosing his next words very carefully.

"Lilith" he said, his voice sounded rough and she was taken aback by the use of her name. "Yes" she said weakly "why won't you let me love you" Teldryn's voice was raw with emotion as the words fell from his lips and he was surprised to feel tears stinging his eyes. He hadn't expected to give a declaration of love to the enigma of a woman in front of him, but then again, he hadn't expected to fall in love in the first place nor had he expected to crawl into this damned Dwemer ruin and fuck her on a table, but life had a habit of throwing things at him that he never expected and he dealt with them the best way he knew how. "what are you afraid of?" he continued, the words came out more forcefully than he had intended, he gripped her thighs again, convulsively, brow knitted. Her face had gone completely blank, and for a moment he felt a thrill of fear that he had gone too far, that she would leave him here in this empty place and he would never see her again.

Lilith continued to stare at him, eyes wide and empty, finally she blinked, an expression of anguish replacing the empty stare she'd worn seconds before. "I'm afraid of losing you" she said finally, and she felt as if something inside of her had snapped. The words rushed out of her like water "Everyone eventually gets hurt because of me, being around me, it's toxic" she said in a tight voice "Lydia, Valdimar, Kodlak, Astrid, Gabriella—" she began listing the names of fallen companions and friends, killed for the crime of her acquaintance by the Thalmor or fallen in the heat of deadly battle, the family she thought she had before they were so cruelly ripped away, all because she'd been trying to help. "and more! So many more- Teldryn, being around me is dangerous, it's a curse. I know that now, after Alduin, I can't, I can't let anyone in. I can't bear to lose any more people." she was pleading with him now, begging him to understand "I came to Solstheim to find Miraak" she said finally "he's been hunting me, sending assassins after me" Teldryn remembered the few encounters they'd had with the oddly dressed cultists, shouting about the false Dragonborn and the rise of their master, when he'd questioned Lilith about it she'd become irritated and surly, brushing them off as fanatics and immediately refocusing them on some other mundane mercenary job or odd task. "I thought I could ignore it, run away and it would stop…but I know now that's not true. it's never been true. I can't get away." her voice was low now and she'd turned her gaze to somewhere behind him on the wall. "I can't lose you" she said finally. "When I hired you" she began again "I thought if I kept you at a distance, if I only took simple jobs, if I went back to mercenary work and freelance adventuring it would all be alright." Teldryn remained quiet, waiting for her to continue. "but I couldn't stay away, I couldn't help myself from getting to know you, I realized…after a while you had become more to me than a hired blade, more than a companion or…a friend" she swallowed and blinked rapidly "I fell in love with you, but I couldn't let you know. I was too afraid of destroying what we had. It felt so right and it was so easy being with you and… Opening myself up to you was a poison, one that would doom you to death eventually, like it did so many others…" Lilith took a shaking breath and fixed him with a searching gaze "and now the cat's out of the bag. But it's not too late, we can stop this and I will face Miraak on my own and you will be safe. And if I survive, maybe…. maybe we can…" her voice trailed off and she looked away again, unable to continue.

A long moment of silence passed between them, with only the soft hiss of steam and the occasional drop of water playing in the background. "So, that's what you're so scared of." said Teldryn, finally. "you're afraid of losing me, so you've kept me in the dark and you've pushed me away?" Lilith looked up, startled and he curled his fingers under her chin, leaning in close.

"you stupid s'wit" he said and captured her lips in another startlingly gentle kiss. When he pulled away he continued "Lilith Valaryn, you are one of the most infuriating mer I have ever met. You're a drunk and a whore a liar and a thief -and you'd rather run from your problems and your own damn emotions before admitting how much they're tearing you apart" he held her gaze and her chin firmly in his grasp, he fixed her with his most serious look but continued in the same, oddly tender tone he had used earlier "but you're also one of the most incredible. You're brave and you put up one hell of a fight, you're smart as a whip and despite your best efforts to the contrary, you're a good woman. You care too much." Lilith's throat had constricted again, rendering her speechless once more, but Teldryn wasn't done yet. "You say you're afraid of losing me, that it will be your fault if I die" she opened her mouth to speak but Teldryn put a finger to her lips to silence her "you may be the Dragonborn, but you can't control everyone. I know that dragon blood coursing through your veins predisposes you to be a… control freak" he gave her a sly smile, a glimmer of his usual sarcastic demeanor returning "but legendary hero or not, you can't keep me away from you. I've stayed with you because Azura knows why- I love you- and I'll stay with you every step of the way until dragons, or dragonborns or the gods themselves take me. Because meeting you and following you around this god's forsaken island has been the best thing that's ever happened to me, and I'll be damned if you leave me here to rot while you go gallivanting around Skyrim wreaking havoc alone."

As soon as Teldryn had moved his finger from her lips, Lilith had surged forward and pulled him into a bruising kiss. Wrapping an arm around her waist and pulling her close, he tasted the salt from her tears and licked them all away. Running his tongue along the seam of her lips, he felt them open and kissed her like his very life depended on it.

He felt her legs wrap around his waist and his long-neglected erection brush against her damp slit, he put his hands everywhere he could touch on her, running his fingernails down her back, tweaking her nipples and cupping her ass to draw her closer. Their kissing and his insistent touching had brought her libido back with a burning intensity, she ground against Teldryn's cock rubbing against her sensitive lips and almost screamed in frustration when he pulled away, leaving her desperate for any kind of friction.

"now" he said with a laugh and mischievous smirk at Lilith's disheveled hair and gleaming eyes "let's pick up where we left off, shall we?"

He took her hands and tugged her off the table only to turn her around and bend her over it. She felt the cool stone against her breasts as her hands were once again held behind her back, ass in the air. She took a steadying breath as she felt Teldryn run a hand down her spine, gently kneading the skin of her ass and thighs, and pausing to flick at her clit. She let out a small whine that quickly transformed into a yelp of pain as a searing burning sensation and a loud smack told her Teldryn planned on giving her a rather brutal spanking.

Lilith squirmed as another stinging blow landed on the back of her right thigh and bit back another yelp. Teldryn shifted to better hold her arms, then seemed to change his mind and released her. Curious, Lilith looked behind her to see what new torture he was scheming, he seemed to be fiddling with his red scarf and when he noticed her snooping barked "back on the table with you" his tone made her jump a little and she quickly returned to her previous position. She'd gathered Teldryn had no problem with being rough and demanding, but she hadn't expected him to take such a Neloth-style approach to bedroom behavior, not that she was complaining.

...tbc.

 **Notes** :

 _i hit some writers block so if anyone's got any feedback or suggestions just toss em' my way._


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